REG - GreenRoc Strateg PLC - Final Results
24/04/2025 07:02
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RNS Number : 9479F GreenRoc Strategic Materials Plc 24 April 2025
GreenRoc Strategic Materials Plc / EPIC: GROC / Market: AIM / Sector: Mining
24 April 2025
GreenRoc Strategic Materials Plc
("GreenRoc" or the "Company")
2024 Final Results and Notice of AGM
GreenRoc Strategic Materials plc (AIM: GROC), a company focused on the
development of critical mineral projects in Greenland, today announces its
results for the year ended 30 November 2024.
The Consolidated Financial Statements (including notes) and the statements of
the Chairman and CEO, set out below, have been extracted from GreenRoc's
Annual Report, which was approved by the Board on 23 April 2025 and will be
sent to shareholders and made available on the Company's website
(www.greenrocplc.com (http://www.greenrocplc.com) ).
Highlights During the Year
January 2024
· A series of charging and discharging cycles were carried out on a
test battery cell using an Amitsoq graphite anode, with good performance
against all studied parameters.
· GreenRoc representatives visited several of China's leading
manufacturers of spheronisation equipment and graphite processing plants.
April 2024:
· Approval of GreenRoc's application for the enlargement of its
mineral exploration licence 2022-03 to incorporate the remaining ground within
the Nanortalik Graphite District known to host high-grade graphite
mineralisation.
· Receipt of a Letter of Interest ("LOI") from the Export-Import Bank
of the United States ("US EXIM Bank") for the financing of up to US$3.5M of US
export contracts relating to goods and services ordered by the Company.
May/June 2024:
· Compelling results announced from the Pre-Feasibility Study ("PFS")
for the planned active anode material ("AAM") plant, indicating a pre-tax Net
Present Value (NPV8) of US$837 million with an IRR of 33.8%, total gross
revenue of US$6.5 billion over a 22-year period, with a four-year payback
period.
· Fundraisings completed for a total of approximately £448k (before
costs) at a price of either 1.8 or 1.9 pence per share, including
participation by GreenRoc directors and by the Company's largest shareholder,
Alba Mineral Resources plc ("Alba").
July 2024:
· The Company changed its name to GreenRoc Strategic Materials Plc.
· GreenRoc announced significant improvements to its previously
published PFS for the establishment of a downstream AAM plant, indicating a
pre-tax Net Present Value (NPV8) of US$942 million with an IRR of 35.4%, total
gross revenue of US$6.5 billion over a 22-year period, with a four-year
payback period
August 2024:
· The Company applied for "Strategic Project" designation under the
EU's Critical Raw Materials Act for both the extraction of graphite at Amitsoq
and for the processing of graphite concentrate into AAM. The announcement of
Strategic Projects located in non-EU Member States is expected in the coming
weeks.
· Letter of Interest signed with Otra Holding a/s to reserve a
100,000m² area in Southern Norway's Eyde Materials Park for the Company's AAM
plant.
September 2024:
· Application submitted for an Exploitation Licence for the Amitsoq
graphite mine. Statutory public consultation anticipated to commence in the
second half of 2025.
· Amitsoq given "Project" status by the international Mineral
Security Partnership ("MSP"), a collaboration of several countries including
the US, UK, South Korea and Japan, plus the European Union. GreenRoc has
presented the Amitsoq project at four MSP meetings during 2024.
November 2024:
· GreenRoc was invited by General Motors to present at a UK Business
Mission to General Motors in Detroit, USA.
Post Year-End Highlights
December 2024:
· The Company announced the execution of a memorandum of
understanding with Morrow Batteries ASA in respect of the Company's supply of
AAM to Morrow's lithium-ion gigafactory, once fully operational.
January 2025:
· GreenRoc received a Letter of Interest from the Export and
Investment Fund of Denmark ("EIFO") for the provision of funding to the
Amitsoq graphite project.
February 2025:
· The Company completed a share placing and subscription to raise
£735k (before costs) at a price of 1.3 pence per share and including a 1 for
2 warrant exercisable at 2 pence per share. The placing included £500k from
a new institutional investor, £165k from existing investors, £50k from Alba
and £20k from GreenRoc directors and management.
· Digbee, a specialist in ESG disclosure and assessment for the
mining industry, reported on the Company's ESG performance at Amitsoq, with
the initial BB rating considered a creditable result for a first assessment.
· GreenRoc contracted ProGraphite in Germany to conduct a series of
extended tests to optimise purification techniques for Amitsoq graphite.
This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company are responsible for
the release of this announcement.
Forward Looking Statements
This announcement contains forward-looking statements relating to expected or
anticipated future events and anticipated results that are forward-looking in
nature and, as a result, are subject to certain risks and uncertainties, such
as general economic, market and business conditions, competition for qualified
staff, the regulatory process and actions, technical issues, new legislation,
uncertainties resulting from potential delays or changes in plans,
uncertainties resulting from working in a new political jurisdiction,
uncertainties regarding the results of exploration, uncertainties regarding
the timing and granting of prospecting rights, uncertainties regarding the
timing and granting of regulatory and other third party consents and
approvals, uncertainties regarding the Company's or any third party's ability
to execute and implement future plans, and the occurrence of unexpected
events. Actual results achieved may vary from the information provided herein
as a result of numerous known and unknown risks and uncertainties and other
factors
*ENDS**
For further information, please contact:
GreenRoc Strategic Materials Plc +44 20 3950 0724
Stefan Bernstein, CEO
Cairn Financial Advisers LLP (Nomad) +44 20 7213 0880
Sandy Jamieson / Louise O'Driscoll
Oberon (Broker) +44 20 3179 5300
Nick Lovering / Adam Pollock
CHAIRMAN'S STATEMENT
Dear Shareholders,
Our focus this past year has remained on our flagship Amitsoq graphite project
in South Greenland, where we have made substantial advancements:
· Exploitation Licence Application: In September 2024, we submitted
our application for an Exploitation Licence for the Amitsoq graphite mine. We
anticipate that the statutory public consultation will commence in the second
half of 2025, following the formation of Greenland's new government, post the
General Election on 11 March 2025.
· EU Strategic Project Status: In August 2024, we applied for
"Strategic Project" designation under the EU's Critical Raw Materials Act for
both the extraction of graphite at Amitsoq and the processing of graphite
concentrate into Active Anode Material (AAM) at a planned facility in Southern
Norway. This status could provide benefits such as priority in permitting
processes and potential financial support. The first batch of Strategic
Projects were announced in March 2025 for those in EU member countries, and
projects located in EU-partner countries are expected in the coming weeks (at
the time of writing).
· Pre-Feasibility Study (PFS) for AAM Plant: In May 2024, we
announced compelling results from the PFS for our planned AAM production
plant, indicating a pre-tax Net Present Value (NPV8) of US$837 million with an
Internal Rate of Return (IRR) of 33.8%. The study projects total gross revenue
of US$6.5 billion over a 22-year period, with a four-year payback period from
the start of production.
· Site Selection for AAM Plant: We have signed a Letter of Interest
with Otra Holding a/s to reserve a 100,000m² area in Southern Norway's Eyde
Materials Park for our AAM plant. This location offers sustainable industrial
infrastructure and access to renewable energy sources, aligning with our
commitment to environmental responsibility.
· Strategic Engagements: Our efforts to foster potential
partnerships with key industry participants, strategic investors and
government agencies have led to several strategic engagements. In November
2024, for instance, we participated in a trade mission to General Motors
Company in Detroit, USA, as part of a delegation organised by the UK's
Department for Business and Trade. Additionally, we presented at the Mineral
Security Partnership meeting in Nuuk, Greenland, highlighting investment
opportunities in Greenland's critical minerals sector.
· Environmental, Social, and Governance (ESG) Initiatives: We have
engaged Digbee Limited, a specialist in ESG disclosure and assessment for the
mining industry, to evaluate our ESG performance at the Amitsoq project. This
initiative underscores our commitment to sustainability and aligns with the
expectations of potential offtake partners in the automotive and battery
manufacturing sectors.
We have made these significant advancements despite the backdrop of softening
graphite prices and poor trading conditions on AIM, the market on which our
shares are quoted. Despite a challenging macroeconomic environment, GreenRoc
has demonstrated strong financial resilience. We have continued to raise the
necessary capital to fund our projects, ensuring that we remain
well-positioned to meet our strategic goals.
Our focus in the coming year will be on securing the necessary permits for
Amitsoq, advancing our AAM plant development, and fostering strategic
partnerships to bring our projects to fruition. We are confident that the year
ahead will present exciting opportunities, and we remain committed to driving
the long-term success of GreenRoc for the benefit of our shareholders,
employees, and the communities in which we operate.
I extend my gratitude to our shareholders for their continued support and to
our dedicated team for their unwavering commitment to achieving our strategic
objectives.
George Frangeskides
Chairman
CHIEF EXECUTIVE OFFICER'S STATEMENT
INTRODUCTION
The past year the GreenRoc team has been very busy on the development of our
ambition to become Europe's first domestic supplier of graphite active anode
material for the growing battery industry, responsibly sourced at the
Company's planned Amitsoq graphite mine in Greenland. With the announcement of
the results of a Prefeasibility Study of the graphite anode materials
processing plant in May 2024 and with the Preliminary Economic Assessment for
the Amitsoq graphite mine completed in 2023, the Company's graphite project is
now documented as a very strong business case and thus an attractive
investment proposition.
PROJECTS OVERVIEW
The Company's flagship project is the Amitsoq graphite project in South
Greenland, a historic mine which the Company is pushing towards reopening as a
producing graphite mine by 2029. Two exploration licences associated with this
project are: the Amitsoq licence itself, MEL 2013-06, and the adjacent licence
MEL 2022-03, which contains evidence of similarly high-grade graphite
mineralisation - neither of which has ever been tested by drilling. In January
2024, the Company submitted an application for an enlargement of the ground
east of the MEL 2022-03 licence to include the remaining known graphite
mineralisation in the Nanortalik Graphite District. The grant of this
enlargement, in March 2024, cements GreenRoc's position as the sole and
exclusive rights holder over the emerging world-class Nanortalik Graphite
District.
An important component of the Company's business is the development of the
capacity to process the graphite concentrate produced at the Amitsoq mine,
into graphite active anode material ("AAM") - the key raw material for
Li-battery production. After successfully testing the amenability of Amitsoq
graphite to such processing, the Company completed a Prefeasibility Study of
an AAM plant in May 2024, demonstrating some very strong project economics.
Later in the Autumn of 2024, a MoU was signed with the Norwegian battery
producer Morrow Batteries ASA ("Morrow") which can be regarded as a first step
towards more formal off-take agreements with the battery industry.
On the political front, GreenRoc continues to raise its profile amongst
emerging suppliers of critical raw materials. The Company is now a recognised
project under the Mineral Security Partnership and has applied to become a
Strategic Project under the EU's Critical Raw Materials Act.
In North Greenland, GreenRoc holds exploration licence MEL 2017-29,
encompassing the Thule Black Sands (''TBS'') Project, a heavy mineral sand
deposit spanning several kilometres of coastline. At the time of writing,
following its last drilling programme, the Company is awaiting an updated
mineral resource estimate.
Amitsoq Graphite Project ("Amitsoq")
Application for Exploitation Licence submission: A change in Greenland's
mining laws, effective from 1 January 2024, now allows an Exploitation Licence
to be applied for and granted prior to the final approval of a project's
Environmental Impact Assessment ("EIA"), Social Impact Assessment ("SIA") and
Impact Benefit Agreement ("IBA"). This change, allowing the process for the
grant of an Exploitation Licence to run in parallel with the EIA and SIA
processes, rather than having to wait for the latter to be completed, means
that the additional time required to achieve an Exploitation Licence should be
considerably reduced. Under the new law, provided the holder of an Exploration
Licence has substantiated and delineated a viable mineral deposit which it
intends to exploit, and has complied with its licence obligations, the licence
holder will be entitled to be granted an Exploitation Licence.
Greenland Graphite a/s, the Greenland incorporated, wholly owned subsidiary of
GreenRoc, applied for an Exploitation Licence on 27 September 2024. The
application consists of a Project Description of the mining plans for Amitsoq,
prepared in Greenlandic and in Danish, together with a Competent Person's
report on the 2023 Resource Estimate and other documentation.
The application will next be considered by Naalakkersuisut, the Greenlandic
Government, for formal approval of the Project Description, before the
application is sent for public pre-consultation for 35 days. During the
pre-consultation, Greenlandic stakeholders (e.g. the local communities) will
have the opportunity to comment on the project. After the 35 days
pre-consultation, all comments received will be collated by the Government and
delivered to the Company, which will then prepare and file a White Paper
containing the Company's response on those comments and any amendments to the
Project Description. Subject to the final approval of the Government, the
Exploitation Licence will then proceed to grant. The Company is hopeful that
the Exploitation Licence can be granted in H2, 2025.
In April 2024, the Greenland Government granted an extension of an additional
approximately 50km² of ground to GreenRoc's exclusive Mineral Exploration
Licence ("MEL") 2022-03 near Nanortalik in South Greenland., . With this
licence expansion, GreenRoc now holds all of the known significant showings
and mineralisations of graphite within the Nanortalik Graphite District (Fig.
1)
Finally, after a submission of data and information to Digbee, which is an
independent ESG assessment company providing reports on the minerals
industry's ESG performance, in February 2025, GreenRoc received Digbee's
report assessing ESG performance both at the corporate and the Amitsoq project
levels. As a result, GreenRoc's Amitsoq project is the first mining project in
Greenland to have an official and independent ESG certification.
Fig. 1. Showing the GreenRoc exclusive licence blocks around Nanortalik,
including Amitsoq and Kalaaq deposits (large red symbols) and several other
areas of high-grade graphite mineralisation (small red symbols).
GreenRoc's graphite active anode materials plant
The main market for graphite in the decades to come will be in the
electrification of vehicles, where graphite is extensively used as anode
material for Li-batteries. Another growing market is in energy storage
systems, both for domestic and industrial use. The demand for graphite in the
manufacturing of Li-based batteries for electric vehicles is set to rise four
times over the coming decade (Fastmarkets, September 2024). Today, China
covers 98% of the world's processing into and export of graphite AAM. As such,
Western battery and electric car producers are wholly dependent on the import
of graphite anode material from China. The production of AAM requires natural
flake graphite concentrate (>94% purity) as feedstock. The processing of
that concentrate into AAM involves micronisation, shaping to rounded particles
(spheronisation), purification to a >99.95% pure graphite and finally
coating to make a coated spherical purified graphite (cSPG) product. AAM
typically sells at prices 5-10 times higher than the price of a simple
graphite concentrate.
Over the past two years, GreenRoc has, through its research partner,
ProGraphite GmbH conducted a series of tests to assess the amenability of and
development of insight into the process of spheronisation and purification of
graphite from Amitsoq, and, as stated in earlier annual reports and news
releases, with very positive results. Building on this knowledge, in September
2023, GreenRoc commenced a feasibility study on establishing an AAM processing
plant in Northern Europe with a ca £260k grant from the UK's Automotive
Transformation Fund. The Feasibility Study, completed with a cost accuracy to
AACE Class 4, was conducted by SLR Consulting Ltd ("SLR"), an independent UK
consulting firm with considerable global expertise in the field of mining and
mineral processing. The results of the feasibility study were announced in May
2024 supplemented by an update to the PFS in July 2024 with the following
highlights:
· Pre-Tax Net Present Value at 8% discount rate (NPV8) of US$942M
with Internal Rate of Return (IRR) of 35.4%.
· After-tax NPV8 of US$621M with IRR of 26.5%.
· Years of operation set at 22 to match that planned for the Amitsoq
graphite mine.
· 4-year payback period on capital from start of production.
· Initial capital cost (Capex) of US$340M inclusive of a 25%
contingency.
· Average operating cost (Opex) of US$1,872 per tonne of CSPG.
· Average annual processing of 80,000t of graphite concentrate at 95%
graphitic carbon (C(g))
with production of 39,700t of active anode material in the form of coated
spherical purified graphite (CSPG).
The reports from SLR show the strong business upside to the Amitsoq project by
establishing the capability of processing graphite concentrate produced at
Amitsoq into Li-Battery active anode material. The report also contains a
detailed description of what a AAM pilot processing plant looks like, complete
with an inventory list and sources of the units.
For GreenRoc, the next steps will be to establish such a full-scale (but not
full-capacity) pilot plant and start the qualification process as required by
the market off-taker companies.
Further to the AAM plant, GreenRoc conducted a search for a suitable site for
the AAM-plant, bearing in mind the substantial use of demineralised water and
electric energy - preferably generated by a low-CO2 emission technology.
Following a lengthy evaluation process, the Company selected Eyde Materials
Park in southern Norway as the preferred location for its AAM plant and signed
a Letter of Interest with the landowner in August 2024 (see Fig. 2).
Fig. 2, showing the location of Longum Nord (labelled "Longum"). Note that the
buildings shown are a graphic representation of expected future development.
The industrial road connecting the Port of Arendal (Arendal Havn) with the
industrial sites is shown in green and will be extended into Longum Nord.
Morrow's Gigafactory is also shown. A motorway runs between Morrow's
Gigafactory and Longum Nord, connecting Arendal and southern Norway with the
capital city, Oslo (source: Eyde Materials Park).
Business contacts for potential off take of GreenRoc's AAM production
GreenRoc has over the past couple of years established strong network
connections to most if not all of the large western OEM's and several of the
leading battery manufacturers in Europe. To consider concrete off-take
agreements the car producers and battery companies typically require the
supplier to provide a series of large AAM samples over some length of time and
this requires running a pilot AAM plant. The plans for establishing such a
pilot plant thus serves several purposes and is highly prioritised by the
Company. Although we at GreenRoc are still a bit early in that process, we
were selected by General Motors ("GM") to participate in a trade mission to
GM's headquarters in Detroit, USA from 18-20 November 2024 as part of a
delegation of some 20 UK companies. The trade mission was arranged by the
Department for Business and Trade ("DBT") to showcase UK automotive suppliers
to GM, and the participating companies were specifically picked by GM.
Importantly, in November 2024, GreenRoc and Morrow Batteries ASA ("Morrow"),
signed a memorandum of understanding ("MoU") which is a significant milestone
for us to have reached. Morrow is a newly established but highly respected
battery producer situated in Southern Norway and very close to the location of
GreenRoc's coming AAM plant. The scope of the MoU includes:
· Secured Supply of Proven Quality AAM: GreenRoc intends to supply
graphite concentrate from its planned mine at Amitsoq in Greenland. Given the
single source origin, GreenRoc intends to produce AAM of consistent quality.
· Reduced CO2 Emissions Through Renewable Energy Use: GreenRoc's
anticipated AAM production aims to be largely powered by electricity generated
by hydropower, contributing to a specific CO2 emissions reduction in AAM
production compared to present day AAM suppliers that rely on higher
carbon-emitting sources.
· Tailored AAM Production to Morrow's Specifications: GreenRoc will
have the flexibility to adjust AAM specifications and capacity to Morrow's
evolving needs, with the capability to adapt specifications on short notice,
as required.
· Mutual Engagement in Material Performance Development: The parties
will engage with one another on the potential to optimise material performance
to enhance battery cell capacity and durability, leveraging shared R&D
efforts.
· Continuous Reduction of CO2 Emissions: Both parties will engage in
efforts to further reduce CO2 emissions from raw material sourcing and
processing, aiming collectively to be industry leading.
Amitsoq - the year ahead
The next major milestone for the Amitsoq project is the Prefeasibility Study
("PFS") which will describe in further detail the mining methods, mining
equipment, processing units, infrastructure requirements and design as well as
water and energy supplies, tailings storage facility, transportation etc. All
these points were already discussed in the Preliminary Economic Assessment
("PEA") reported by the Company in October 2023, but the PFS will provide
considerably better constrained estimates, particularly on costs but also on
the mining technology, and therefore the PFS often serves as a foundation for
a more precise valuation of a given project. To this end, there is a need for
geotechnical drilling and a small amount of resource drilling, mainly to lift
the Mineral Resource categories from Indicated into Measured and a smaller
amount of the planned mined part of the resource in the Inferred category into
Indicated category.
Alongside, a larger bulk sample of ca 20 tonnes is planned to be collected
from the underground workings, which provide easy access to the Lower Graphite
Layer, which is the main orebody to be mined as disclosed in the PEA.
During the coming months, a series of tailings samples collected from the
processing of a 600kg bulk sample collected in 2022 will provide the basis for
leaching tests, which are important for the ongoing Environmental Impact
Assessment study and will be supplemented by further baseline sampling.
Finally, it is planned to start a design-study of an on-site ore-processing
plant using equipment from FLSmidth, a world leading manufacturer of mining
equipment. FLSmidth is presently testing new pressurised flotation cells on
Amitsoq ore, and the details of the design-study can feed directly into the
planned PFS and help constraining important parameters around the
beneficiation of the Amitsoq graphite ore, such as rock strength, crusher
dimensions and capacity, flotation cell and flotation stages etc.
Other developments
GreenRoc's vertically integrated graphite anode materials project has now been
formally granted "Project" status under the international Mineral Security
Partnership ("MSP"). The MSP is an international initiative launched in 2022,
led by the United States, to secure global supply chains for critical
minerals. Member countries include major mineral consumers and producers such
as the US, Canada, Australia, UK, Norway, Japan, and the EU countries. The
critical minerals concerned - such as graphite, lithium, cobalt, nickel, and
rare earth elements - are essential for technologies like electric vehicles,
renewable energy systems, and advanced manufacturing. The MSP aims to ensure
that the supply of these minerals is reliable, resilient, and environmentally
and socially responsible. It seeks to diversify global sources, reducing
reliance on any single country or region, particularly China, which dominates
many critical mineral markets. The partnership promotes responsible mining
practices, sustainability, and fair labour conditions and presently works out
how to establish financial support for the MSP projects. As GreenRoc's CEO, I
was invited to present on 20 November 2024 at a Mineral Security Partnership
("MSP") and MINVEST/MSP Finance Network meeting in Nuuk, Greenland, entitled
"Critical Mineral Investment Opportunities in Greenland". The meeting
attendance was hybrid (virtual and in-person) and was arranged by the US State
Department and the Government of Greenland. The US State Department was
represented by under-secretary for Economic Growth, Energy, and the
Environment, Jose Fernandez, while the Government of Greenland was represented
by Minister of Statehood and Foreign Affairs, Vivian Motzfeldt and Minister of
Mineral Resources, Naaja Nathanielsen.
In Early September 2024, the three leading mining and exploration companies
active in South Greenland, GreenRoc (Amitsoq graphite), Amaroq (Nalunaq gold
mine) and Tanbreez (Kringlerne REE-deposit) were invited to take part of
information meetings held in the three South Greenland towns of Nanortalik,
Qaqortoq and Narsaq (Fig. 3). The event was arranged by the Kommune Kujalleq
and The Greenland Government and representatives from the three companies gave
presentations and discussed with local residents and businesses. It was a very
positive experience to explain our project and discuss with local people.
Fig. 3. Greenland Government and South Greenland Kommune (Kommune Kujalleq)
arranged information meetings in three towns in South Greenland in September
2024. In middle front is GreenRoc's CEO Stefan Bernstein with the Kommune's
Mayor Trine Egede to the left and left of her, Anneri Basson, Amaroq.
Geologist and former director of NunaMinerals Ole Christiansen to the far
right. Minister Naaja Nathanielsen in white jacket with Tine Pars to the right
and Jaco Duvenhage, Amaroq in blue jacket. GreenRoc NED Lars Brünner to the
left of the Mininster, Tanbreez's Greg Barnes (in yellow jacket) and Kuupik
Kleist, former prime Minister of Greenland (in black jacket).
Following on from the EU-Greenland Partnership on Raw Materials signed in
March 2024, a high-level delegation from the EU Commission visited Greenland
on 30 September to 2 October 2024. The Business Mission comprised
representatives from the EU Commission, led by Director of Directorate-General
for Internal Market, Industry, Entrepreneurship and SMEs (DG GROW) Joaquim
Nunes De Almeida, as well as representatives of the European Investment Bank
and the Nordic Investment Bank. The event included a conference at which
GreenRoc CEO Stefan Bernstein was invited to present the Company's Amitsoq
project, one of only three raw materials projects to be presented to the
representatives from the EU Commission. GreenRoc was further invited to speak
on 10 December 2024 at the Greenland Session held in Brussels during the Raw
Materials Week (9-12 December 2024) arranged by DG GROW, DG INTPA and the
Greenland Government.
In May 2024, the EU Commission announced a call for applications to become
designated a Strategic Project under the EU Critical Raw Materials Act. Two
separate applications were submitted, one concerning the extraction of flake
graphite concentrate from the planned Amitsoq Graphite Mine and the other
concerning the production of AAM using Amitsoq graphite concentrate as
feedstock. The applications were submitted in the first round of the
application process, which ended on 22 August 2024. The European Union's
Critical Raw Materials Act ("CRMA") is designed to ensure the EU's access to a
secure, sustainable, and diversified supply of critical raw materials ("CRMs")
that are essential for the green and digital transitions, as well as for
defence and space applications. One key component of this legislation is the
identification and support of "Strategic Projects" related to the extraction,
processing, and recycling of CRMs. Strategic Projects under the CRMA are
initiatives that are identified as critical to the EU's objectives of securing
a stable supply of CRMs. These projects can be located both within the EU and
in an Overseas Country and Territory ("OCT"), provided they contribute
significantly to the EU's supply chain resilience. Greenland is an OCT
associated with the European Union (EU). On March 25, 2024, the EU Commission
announced Strategic Projects located in EU-member countries and stated that
projects located in EU-partner countries (such as Greenland and Norway) will
be announced over 'the coming weeks'.
A General Election was held in Greenland on 11 March 2025. The outcome was a
significant change in the parliamentary landscape as the Demokraatit
(Liberals) jumped from being a relatively small party to Greenland's biggest
party with nearly 30% of the votes. The former coalition parties IA and Siumut
both saw a fall in their respective share of the vote while Naleraaq was
another winner, securing nearly 25% of the votes. In total, there are now five
parties represented in the Greenlandic Parliament (Demokraatit, Naleraq, IA,
Siumut and Atassut). On Friday 28 March 2025 the new Prime Minister
Jens-Frederik Nielsen (Demokraatit) presented a new coalition Government
including four of the five parties (with only Naleraq not represented).
Important to note for the minerals industry, the former Minister for Raw
Materials Naaja Nathanielsen has been reappointed to her position. This
ensures policy continuity and, given that there is consensus amongst all the
Greenlandic parties that the minerals industry is important for the country,
we expect that the new Government will continue to work proactively in the
interests of all in the sector.
Thule Black Sands Ilmenite Project ("TBS")
Exclusive exploration licence MEL 2017-29 is located in northern Greenland.
The project, Thule Black Sands (TBS), covers a long stretch of coast with
significant deposits of heavy mineral sands at or near surface. The mineral of
interest here is ilmenite, an iron-titanium oxide mineral, which is of great
economic importance because it is the main feedstock for producing titanium
dioxide pigment for enamel, paints and other coatings. Titanium is defined as
a critical raw material by the EU and by the USA.
A large drilling programme was conducted at TBS in 2021 using a sonic drill
rig. The material from the drilling was sent to specialist mineral sands
consultants IHC Mining in Australia (IHC). The completion of the analytical
program has been delayed due to a series of events outside the Company's
control. A final series of tests and analytical work having now been carried
out, at the time of writing IHC is in the process of completing its final
report and revised mineral resource evaluation, expected to be released in H1,
2025.
FINANCING
During 2024, the Company completed one raise in May 2024 of ca £348,000 at a
price per share of 1.8p and supplemented by an additional raise in June 2024
of £100,000 at a price per share of 1.9p. At the first raise, the Company's
board and management together with GreenRoc's largest shareholder, Alba
Mineral Resources plc, took part with a purchase of a total of £110,000 worth
of shares. The proceeds were directed towards the finalisation of the AAM
plant Prefeasibility Study, as well as some technical work on the Amitsoq
graphite and for general business development.
In January 2025 the Company received a Letter of Interest from the Export and
Investment Fund of Denmark ("EIFO") for the provision of funding to the
Amitsoq graphite project. The potential financial support will be directed
towards the purchase of equipment as well as services from FLSmidth a/s and
other Danish and Greenlandic suppliers. These could include pilot flotation
plants, test work, and design and costing of a graphite ore beneficiation
plant.
OUTLOOK
While the rolling out of electric vehicles has slowed its momentum over the
past year or so, market analysts (e.g. Benchmark Mineral Intelligence and
Fastmarket) agree that the mid-term forecast for graphite remains very strong,
with demand set to increase by four times in the decade leading to 2035. The
global demand is driven by several factors, particularly the fast-increasing
share of EV's in China and India followed by Europe, so that in 2024, EV's
made up one in four of vehicles sold, globally. Additionally, there is a
growing demand from Battery Electric Storage Systems which find its use not
only in large-scale solar power farms but also increasingly so in household
energy systems. While scientists and research and development (R&D)
departments with large Battery makers are working hard to develop
next-generation battery technologies, there is still no likely replacement for
the Li-battery, rightly celebrated for its dependency, high power-to-weight
ratio, longevity and robustness.
Additionally, graphite has made its appearance on NATO's list of critical raw
materials for the defence industries, released in December 2024, where
graphite stands out as one of only two raw materials in the red 'high-risk'
category. Meanwhile, GreenRoc's Amitsoq graphite project in Greenland and its
plans for a graphite AAM plant in Scandinavia is arguably the most likely
coming supplier of this key raw material to the European battery and car
industry over a foreseeable future.
Realising the tremendous need for Europe to gain some control of its critical
raw material supply chains, a series of EU-based or country-based initiatives
are now emerging to establish funds supporting the development of a domestic
raw materials industry. Examples include the European Battery Alliance Fund,
Deutsche Rohstofffond and various calls from EU-institutions and national
industry support programmes.
Against this background I am very positive about the outlook for 2025, as a
year where our graphite project will be recognised for its strategic
importance and will attract the capital needed to continue our push to become
the first European producer of domestically and responsibly sourced graphite
active anode material.
Stefan Bernstein
Chief Executive Officer
CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 30 NOVEMBER 2024
Note Year ended 30 November 2024 Year ended 30 November 2023
£'000 £'000
Administrative expenses 3 (830) (903)
Impairment 1 - (787)
Operating loss 3 (830) (1,690)
Other income 53 -
Finance expense - (1)
Foreign Exchange (1) (2)
Loss for the period before tax (778) (1,693)
Taxation 5 120 -
Loss for the period from continuing operations (658) (1,693)
Attributable to:
Equity holders of the parent (658) (1,693)
(658) (1,693)
Earnings per ordinary share attributable to the ordinary equity holders of the
parent
Basic and diluted 6 (0.36 pence) (1.26 pence)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 NOVEMBER 2024
Year ended 30 November 2024 Year ended 30 November 2023
£'000 £'000
Loss after tax (658) (1,693)
Total comprehensive income (658) (1,693)
Total comprehensive income attributable to:
Equity holders of the parent (658) (1,693)
(658) (1,693)
The accompanying notes form an integral part of these Financial Statements.
These Financial Statements were approved by the Board of Directors and
authorised for issue on 23 April 2025.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 NOVEMBER 2024
Company No 13273964
Note Year ended 30 November 2024 Year ended 30 November 2023
£'000 £'000
Non-current assets
Intangible fixed assets 7 9,930 9,840
Total non-current assets 9,930 9,840
Current assets
Trade and other receivables 8 26 436
Cash and cash equivalents 9 94 152
Total current assets 120 588
Current liabilities
Trade and other payables 10 (253) (397)
Total current liabilities (253) (397)
Net current (liabilities)/assets (133) 191
Non-current liabilities
Deferred tax 1, 5 (883) (1,004)
Total non-current liabilities (883) (1,004)
Net assets 8,914 9,027
Shareholders' equity
Share capital 11 244 215
Share premium 11 12,220 11,706
Share-based payment reserve 12 155 280
Retained earnings (3,705) (3,174)
Total equity 8,914 9,027
These Financial Statements were approved by the Board of Directors and
authorised for issue on 23 April 2025.
These Financial Statements were approved and authorised for issue by the Board
of Directors on 23 April 2025.
Signed on behalf of the Board of Directors
Stefan Bernstein
Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 NOVEMBER 2024
Share capital Share premium Share-based payment reserve Retained earnings Total
£'000 £'000 £'000 £'000 £'000
At 30 November 2022 161 10,033 252 (1,481) 8,965
Loss for the period - - - (1,693) (1,693)
Total comprehensive income for the period - - - (1,693) (1,693)
Contributions by and distributions to owners
Fair value of share options awarded 54 1,673 - - 1,727
Reversal of share options cancelled - - 28 - 28
At 30 November 2023 215 11,706 280 (3,174) 9,027
Loss for the period - - - (658) (658)
Total comprehensive income for the period - - - (658) (658)
Contributions by and distributions to owners
Shares issued 29 514 - - 543
Fair value of share options awarded - - 2 - 2
Fair value of share options expired - - (127) 127 -
At 30 November 2024 244 12,220 155 (3,705) 8,914
These Financial Statements were approved by the Board of Directors and
authorised for issue on 23 April 2025.
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30 NOVEMBER 2024
Note Year ended 30 November 2024 Year ended 30 November 2023
£'000 £'000
Cash flows from operating activities
Operating loss (778) (1,690)
Adjustments for:
Share-based payment charge 2 24
Impairment - 787
(Decrease)/increase in creditors (144) 141
(Increase)/decrease in trade and other receivables 409 (423)
Net cash used in operating activities (511) (1,161)
Cash flows used in investing activities
Purchase of intangible assets 7 (90) (476)
Net cash used in investing activities (90) (476)
Cash flows from financing activities
Proceeds from the issue of shares 11 543 1,731
Repayment of loan from parent - (65)
Finance expense - (3)
Net cash generated from financing activities 543 1,663
Net increase in cash and cash equivalents (58) 26
Cash and cash equivalents at beginning of period 152 126
Cash and cash equivalents at end of period 9 94 152
Significant non-cash transactions in the period included share-based payments
and the impairment of exploration and evaluation assets (see notes 1, 4, and
7).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES AND BASIS OF PREPARATION
GreenRoc Strategic Materials Plc is a public limited company incorporated on
17 March 2021 and domiciled in England & Wales, whose shares are publicly
traded on the AIM market of the London Stock Exchange Group Plc. The
registered office address is 6th Floor 60 Gracechurch Street, London, United
Kingdom, EC3V 0HR.
The Company's principal activities are the development of mining and
exploration interests in Greenland, where its subsidiaries hold three separate
exploration permits.
These consolidated Financial Statements have been prepared in accordance with
UK-adopted international accounting standards ("UK-adopted IAS") as they apply
to the Group for the year ended 30 November 2024 and with the Companies Act
2006. The reporting and functional currency of the Group is British Pounds
Sterling (GBP). Numbers have been rounded to £'000.
The consolidated Financial Statements have been prepared on the historical
cost basis, save for the revaluation of certain financial assets as a result
of fair value accounting. The principal accounting policies applied in the
preparation of these Financial Statements are set out below.
During the prior year, Alba Mineral Resources Plc ceased to be the Company's
Ultimate Controlling Party but remains the Company's largest shareholder,
having held 34.34% of the ordinary share capital of the Company as at the year
end (since reduced to 28.01% as a result of share issues after the year end),
and has the right to appoint two Directors to the Board. The next largest
shareholder, Kadupul Limited, held 10.8% of the Company's share capital at the
year end (since reduced to 8.31% as a result of share issues after the year
end).
Going concern
In determining whether these financial statements should be prepared on the
going concern basis, the Directors must consider whether the business has
adequate financial resources to continue to operate and meet its obligations
for a period of at least 12 months from the date of this report.
Based on financial projections prepared by the Directors, the Group's current
cash resources are insufficient to enable the Group to meet its recurring
outgoings and planned exploration expenditure for the entirety of the next
twelve months.
As an explorer with assets in the exploration and development stage, the Group
does not generate revenue and is reliant on external funding such as capital
raisings to fund activities. The Directors intend to raise funds in advance of
fieldwork programmes in Greenland, in order to advance its mineral projects.
The precise nature and cost of those programmes are determined based on the
results of previous studies.
This fundraising activity is undertaken as and when required, and as such the
Group does not regularly carry cash reserves sufficient for 12 months of
expenditure. However, the Board has a reasonable expectation that the Group
will continue to be able to meet its commitments for the foreseeable future by
raising funds when required, based on the following:
· The Group has a track record in sourcing external funding, having
raised funds in multiple prior years;
· The Group has a supportive major shareholder (Alba Minerals Resources
Plc) which has a strong track record
· of raising funds for exploration over a number of years;
· Results from the Group's graphite projects have been positive and
support the case for further investment;
· Forecasts contain a level of discretionary spend such that, in the
event that cash flows become constrained, action can be taken to enable the
Group to operate within available funding;
· The Group and Company may also consider future joint venture funding
arrangements in order to share the costs of the development of its exploration
assets, and/or to consider divesting of certain of its assets and realising
cash proceeds in that way in order to support the balance of its exploration
and investment portfolio.
The Directors have prepared cash flow forecasts to 30 June 2026 which take
into account committed exploration spend, costs and external funding. In
February 2025, the Company raised gross proceeds of £735k through an
institutional placing, and retains the capacity to undertake further
fundraising activity as and when determined necessary, either by way of
placings of new shares, partial monetisation of assets by way of partnership
agreements (joint ventures) or some combination of both. Nevertheless, the
requirement for external funding to be able to continue operations over the
period of assessment, and the fact that the availability of such funding
cannot be assured, represents a material uncertainty that may cast doubt on
the Group's ability to continue as a going concern.
As a consequence of the above, in the opinion of the Directors, the
preparation of these financial statements on the going concern basis remains
appropriate.
International Financial Reporting Standards
There are no significant changes within the International Financial Reporting
Standards (IFRS) framework which impact upon the Company and its subsidiaries
within the next financial reporting year.
Standards issued but not yet effective are as follows:
· Amendments to IFRS 19: Subsidiaries without public accountability:
disclosures (effective 1 January 2027);
· Amendments to IFRS 9: Financial Instruments and IFRS 7: Financial
Instruments; Disclosures; Classification and Measurement of Financial
Instruments (effective 1 January 2026);
· Annual Improvements to IFRS standards: Volume 11 (effective 1 January
2026).
· Amendments to IFRS 9 and IFRS 7: Contracts referencing nature
dependent electricity (effective 1 January 2026)
Critical accounting estimates and judgements
The preparation of the Financial Statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities as well as the disclosure of contingent assets and liabilities at
the reporting date and the reported amounts of revenues and expenses during
the reporting period. Actual outcomes could differ from those estimates.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. The areas of judgement that
have the most significant effect on the amounts recognised in the Financial
Statements are as follows:
i) JUDGEMENTS
Capitalisation of exploration and evaluation costs
The capitalisation of exploration costs relating to the exploration and
evaluation phase requires management to make judgements as to the future
events and circumstances of a project, especially in relation to whether an
economically viable extraction operation can be established. In making such
judgements, the Directors take comfort from the findings from exploration
activities undertaken, the fact the Group intends to continue these activities
and that the Company expects to be able to raise additional funding to enable
it to continue the exploration activities.
Impairment assessment of exploration and evaluation costs
At each reporting date, management make a judgment as to whether circumstances
have changed following the initial capitalisation and whether there are
indicators of impairment. If there are such indicators, an impairment review
will be performed which could result in the relevant capitalised amount being
written off to the income statement.
During the year to 30 November 2023, all capitalised costs in respect of the
Melville Bay project were impaired on the basis of the Company's decision to
discontinue activity on that licence area. The impairment charge arising as a
result of this decision was £787k.
All of the other current exploration projects are being actively progressed
and the Company does not believe any circumstances have arisen to indicate
these assets require impairment.
ii) ESTIMATES
Share-based payments
Share-based payments represent the fair value of shares issued to employees of
the Company, and warrants issued to third parties in consideration for
services provided. The cost of these share-based payments is based on the
number of options or warrants awarded, the grant date and exercise price, the
vesting period, and calculated based on a Black-Scholes model whose input
assumptions are derived from market and other estimates. These estimates
include volatility rates, the risk-free rate and the expected term of the
options. For further details, see note 4.
ACCOUNTING POLICIES
Basis of consolidation
The consolidated Financial Statements incorporate the Financial Statements of
the Company and companies controlled by the Company, namely the Subsidiary
Companies, drawn up to 30 November each year.
Control is recognised where the Company has the power to govern the financial
and operating policies of an investee entity to obtain benefits from its
activities. The results of subsidiaries acquired or disposed of during the
period are included in the consolidated income statement from the effective
date of acquisition or up to the effective date of disposal, where
appropriate.
Where necessary, adjustments are made to the Financial Statements of
subsidiaries to bring the accounting policies used into line with those used
by the Group. All intra-group transactions, balances, income and expenses
are eliminated on consolidation. Non-controlling interests in the net assets
of consolidated subsidiaries are identified separately from the Group's equity
therein.
Foreign currency
For the purposes of the consolidated Financial Statements, the results and
financial position of each Group entity are expressed in pounds sterling,
which is the presentation currency for the consolidated Financial Statements.
Each Group entity determines its own functional currency and items included in
the Financial Statements of each entity are measured using that functional
currency.
The functional currencies of the foreign subsidiaries are the Danish Kroner
("DKK") and Norwegian Krone ("NOK").
In preparing the Financial Statements of the individual entities, transactions
in currencies other than the entity's functional currency (foreign currencies)
are recorded at the rates of exchange prevailing at the dates of the
transactions. At each reporting date, monetary items denominated in foreign
currencies are retranslated at the rates prevailing at the reporting date.
Exchange differences arising are included in the profit or loss for the
period.
On consolidation, the assets and liabilities of the Group's overseas
operations are translated into the Group's presentational currency at exchange
rates prevailing at the reporting date. Income and expense items are
translated at the average exchange rates for the period unless exchange rates
have fluctuated significantly during the year, in which case, the exchange
rate at the date of the transaction is used. All exchange differences arising,
if any, are recognised as other comprehensive income and are transferred to
the Group's foreign currency translation reserve.
Share-based payments
Share-based compensation benefits are made on an ad-hoc basis on the
recommendations of the Remuneration Committee. The fair value of warrants or
options granted is recognised as an employee benefits expense, with a
corresponding increase in the share-based payment reserve. The total amount to
be expensed is determined by reference to the fair value of the options
granted:
· including any market performance conditions (e.g., the entity's share
price);
· excluding the impact of any service and non-market performance
vesting conditions (e.g., profitability, sales growth targets and remaining an
employee of the entity over a specified time period); and
· including the impact of any non-vesting conditions (e.g., the
requirement for employees to save or hold shares for a specific period of
time).
The total expense is recognised over the vesting period, which is the period
over which all of the specified vesting conditions are to be satisfied. At the
end of each period, the entity revises its estimates of the number of options
that are expected to vest based on the non-market vesting and service
conditions. It recognises the impact of the revision to original estimates, if
any, in profit or loss, with a corresponding adjustment to the share-based
payment reserve.
Warrants issued as part of the cost of an equity raise (for example as part of
advisers' fees) are recorded at fair value as a cost of that financing within
Share Premium and Share-based Payment Reserve.
On expiry or exercise of any options and warrants in issue, the fair value of
such instruments which had been charged to the share based payment reserve are
recycled into retained earnings in the period in which the instruments expire
or are exercised.
Intangible assets: capitalised exploration and evaluation costs
Pre-licence costs are expensed in the period in which they are incurred.
Expenditure on licence renewals and new licence applications covering an area
previously under licence are capitalised in accordance with the policy set out
below.
Once the legal right to explore has been acquired, exploration costs and
evaluation costs arising are capitalised on a project-by-project basis,
pending determination of the technical feasibility and commercial viability of
the project. Costs include appropriate technical and administrative expenses.
If a project is successful, the related expenditures will be reclassified as
development and production assets and amortised over the estimated life of the
commercial reserves. Prior to this, no amortisation is recognised in respect
of such costs. When all licences comprising a project are relinquished, a
project is abandoned or is considered to be of no further commercial value to
the Company, the related costs will be written off to administrative expense
within profit or loss. Deferred exploration costs are carried at historical
cost less any impairment losses recognised.
Impairment reviews for capitalised exploration and evaluation expenditure are
carried out on a project-by-project basis, with each project representing a
potential single cash generating unit. In accordance with the requirements of
IFRS 6, an impairment review is undertaken when indicators of impairment arise
such as:
· unexpected geological occurrences that render the resource
uneconomic;
· title to the asset is compromised;
· variations in mineral prices that render the project uneconomic;
· substantive expenditure on further exploration and evaluation of
mineral resources which is neither budgeted nor planned; and
· the period for which the Group has the right to explore has expired
and is not expected to be renewed.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (or cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss
been recognised for the asset (or cash-generating unit) in prior years. A
reversal of an impairment loss is recognised in profit or loss for the year.
Grants relating to the purchase or development of intangible assets are
recognised in accordance with IAS 20 - Accounting for Government Grants and
Disclosure of Government Assistance. The Group has elected in line with the
option available under IAS 20 to present grants related to intangible assets
by deducting the grant from the carrying amount of the related asset. Grants
that are received for which there are no related future costs or for which
costs have already been incurred are recognised in the profit and loss.
Financial instruments
Financial assets and financial liabilities are recognised in the statement of
financial position when the Group becomes a party to the contractual
provisions of the instrument.
Financial assets are classified as either:
· those to be measured subsequently at fair value (either through other
comprehensive income or through profit or loss); or
· those to be measured at amortised cost.
The classification is dependent on the business model adopted for managing the
financial assets and the contractual terms of the cash flows expected to be
derived from the assets.
For assets measured at fair value, gains and losses will either be recorded in
profit or loss or other comprehensive income. For investments in equity
instruments that are not held for trading, this will depend on whether the
Group has made an irrevocable election at the time of initial recognition to
account for the equity investment at fair value through other comprehensive
income.
The Group's financial assets comprise equity instruments and debt instruments
as described below.
Impairment provisions for receivables and loans to related parties are
recognised based on a forward-looking expected credit loss model. The
methodology used to determine the amount of the provision is based on whether
there has been a significant increase in credit risk since initial recognition
of the financial asset. For those where the credit risk has not increased
significantly since initial recognition of the financial asset, twelve month
expected credit losses along with gross interest income are recognised. For
those for which credit risk has increased significantly, lifetime expected
credit losses along with the gross interest income are recognised. For those
that are determined to be credit impaired, lifetime expected credit losses
along with interest income on a net basis are recognised.
Investment in subsidiaries: Investment in subsidiaries, comprising equity
instruments and capital contributions, are recognised initially at cost less
any provision for impairment.
Loans to subsidiaries: Loans to subsidiaries are not considered to be subject
to IFRS 9 on the basis that there are no formal loan agreements between the
Company and its subsidiaries, and these advances are investments in nature.
Consequently these loans are measured at amortised cost, net of provision for
impairment. The loans are interest free and have no fixed repayment terms.
A loan is fully impaired when the relevant subsidiary recognises an impairment
of its deferred exploration expenditure, such that the subsidiary is not
expected to be able to repay the loan from its existing assets.
Trade and other receivables: Trade and other receivables are held for the
collection of contractual cash flows and are classified as being measured at
amortised cost. They are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method less provision
for impairment.
Cash and cash equivalents: Cash and cash equivalents include cash on hand and
deposits held at call with banks.
Trade and other payables: Trade and other payables are not interest bearing
and are recognised initially at fair value and subsequently measured at
amortised cost.
Financial liabilities:
· Trade payables and other short-term monetary liabilities are
initially recognised at fair value and subsequently carried at amortised cost
using the effective interest method.
· There are no financial liabilities classified as being at fair value
through profit or loss.
· Borrowings are initially recognised at fair value net of any
transaction costs directly attributable to the issue of the instrument. Such
interest-bearing liabilities are subsequently measured at amortised cost using
the effective interest rate method. Interest expense includes initial
transaction costs and any premium payable on redemption, as well as any
interest or coupon payable while the liability is outstanding.
· Liability components of convertible loan notes are measured as
described further below.
Share capital: The Company's ordinary and deferred shares are classified as
equity.
Warrants: Warrants are stated at their fair value, which is estimated using a
Black Scholes model where they are not issued as part of a cash transaction.
Taxation
The charge for taxation is based on the profit or loss for the period and
takes into account deferred tax. The Group's liability for current tax is
calculated using tax rates that have been enacted or substantively enacted by
the reporting date. Deferred tax is the tax expected to be payable or
recoverable on differences between the carrying amounts of assets and
liabilities in the Financial Statements and the corresponding tax bases used
in the computation of taxable profit or loss, and is accounted for using the
liability method.
Deferred tax assets are only recognised to the extent that it is probable that
future taxable profit will be available in the foreseeable future against
which the temporary differences can be utilised.
2. ANALYSIS OF SEGMENTAL INFORMATION
The Group currently only has one primary reporting business segment,
exploration and development. The Group exploration assets and investments
along with capital expenditures are presented on this basis below:
2024 2023
£'000 £'000
Total assets
Exploration and evaluation 9,930 9,840
Current assets 26 436
Cash 94 152
10,050 10,428
Capitalised exploration and evaluation expenditure
Exploration and evaluation - Greenland 90 476
90 476
The Group's primary business activities are the exploration projects in
Greenland, its proposed Active Anode Material plant in Norway and its
corporate head office in the UK. As currently there are no material assets or
operations associated with its Norwegian project the Group has not included
Norway as an operating segment in the below analysis. The split of total
assets and capitalised exploration and evaluation expenditure between these
operational locations is set out below:
2024 2023
£'000 £'000
Total assets
Greenland 9,933 9,868
United Kingdom 117 560
10,050 10,428
The administrative expenditure in the income statement primarily relates to
central costs.
3. OPERATING LOSS
2024 2023
£'000 £'000
This is stated after charging:
Share-based payments charge 2 24
Auditor's remuneration
- Group audit services 40 40
- Group taxation advice 6 -
Administration expenses are made up as follows:
2024 2023
£'000 £'000
Staff costs (including share-based payments) 393 411
Professional fees 251 225
Office, travel, and other 186 267
Total 830 903
4. DIRECTORS' EMOLUMENTS AND STAFF COSTS
During the period there were six permanent employees, being the Directors (who
are the key management personnel). There were no temporary employees.
2024 2023
£'000 £'000
Staff and Directors' Remuneration
Salaries 364 320
Share based payment charge 2 24
Pension contributions 27 1
Total remuneration 393 345
Average number of employees 6 6
Remuneration of each Director is set out below for 2024.
2024 2023
Salary Bonus Pension FV of options Total Salary Bonus Pension FV of options Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Directors
Stefan Bernstein 107 - 22 2 131 110 - 22 3 135
Jim Wynn(1) 4 - - - 4 38 - 1 3 42
George Frangeskides 54 - - - 54 54 - - 13 67
Lars Brünner 44 - - - 44 44 - - 1 45
Mark Austin 30 - - - 30 30 10 - 3 43
Mark Rachovides 30 - - - 30 30 - - 1 31
Andrew Panteli(2) 30 - - - 30 4 - - - 4
Total 299 - 22 2 323 310 10 23 24 366
(1) Jim Wynn retired from the Board on 11 October 2023
(2) Andrew Panteli was appointed on 11 October 2023
A bonus of £10k was paid to Mark Austin during 2023.
During the year, Stefan Bernstein was the highest-paid employee, receiving
remuneration totalling £131,000 (2023: £135,000). There were no employees
other than Directors, whose remuneration is fully disclosed in the above
table.
As at 30 November 2024, Amounts totalling £7,750 were owing to Mark
Rachovides in invoiced but unpaid directors' fees (2023: nil).
During the prior year the Company granted share options to the Directors as
follows:
No options Date of grant Expiry date Exercise price
Lars Brunner 300,000 14-Apr-23 28-Sep-26 £0.10
Mark Rachovides 300,000 14-Apr-23 28-Sep-26 £0.10
Total options granted in 2023 600,000
The above share options vest after the following periods have elapsed since
the date of grant: 75% after 12 months; 12.5% after 24 months; and 12.5% after
36 months.
Total options held by Directors at year end were as follows:
No options Date of grant Expiry date Exercise price
Stefan Bernstein 1,000,000 8-Jul-22 28-Sep-26 £0.10
George Frangeskides 1,500,000 28-Sep-21 28-Sep-26 £0.10
Mark Austin 300,000 28-Sep-21 28-Sep-26 £0.10
Lars Brunner 300,000 14-Apr-23 28-Sep-26 £0.10
Mark Rachovides 300,000 14-Apr-23 28-Sep-26 £0.10
Total options at 30 November 2024 3,400,000
The total estimated value of the share-based remuneration provided to
Directors was £2k (2023:£24k), which is expensed over the vesting period of
each tranche. These values were derived from a Black Scholes model as
described in note 1.
5. INCOME TAXES
a) Analysis of charge in the period
2024 2023
£'000 £'000
United Kingdom corporation tax at 19% (2023: 19%) - -
Deferred taxation - -
- -
b) Factors affecting tax charge/(credit) for the period
The tax assessed on the loss for the period before tax differs from the
standard rate of corporation tax in the UK which is 19%. The differences are
explained below:
2024 2023
£'000 £'000
Loss before tax (778) (1,693)
Loss multiplied by standard rate of tax (19%) 148 322
Effects of:
Disallowed expenses - (154)
Deferred tax assets not recognised (148) (168)
- -
A deferred tax asset has not been recognised in respect tax losses and
accelerated capital allowances, due to uncertainty that the potential asset
will be recovered.
In 2021, a deferred tax liability of £1.0 million was recognised as part of
the fair value accounting for the acquisition of the Alba subsidiaries,
representing the taxation impact of the fair value uplift of the intangible
assets acquired, which would not be an allowable deduction from tax profits in
future periods. During the current year a reduction of this deferred tax
liability of £120,000 has been recognised, following impairment of the
Melville Bay asset in the prior year.
6. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the loss attributed to
ordinary shareholders of £0.7 million (2023: £1.7 million) by the weighted
average number of shares of 180,677,314 (2023: 134,217,972) in issue during
the period. At 30 November 2024 and at 30 November 2023, the effect of all the
potentially dilutive instruments in issue is anti-dilutive as it would lead to
a further reduction of loss per share, therefore no fully diluted loss per
share has been disclosed.
7. INTANGIBLE ASSETS - EXPLORATION & EVALUATION ASSETS
Amitsoq Thule Black Sands Inglefield Melville Bay Total
£'000 £'000 £'000 £'000 £'000
Net Book Value at 30 November 2022 4,992 4,385 - 774 10,151
Additions 451 12 - 13 476
Impairment - - - (787) (787)
Net Book Value at 30 November 2023 5,443 4,397 - - 9,840
Additions 82 8 - - 90
Impairment - - - - -
Net Book Value at 30 November 2024 5,525 4,405 - - 9,930
As all exploration and evaluation assets remain in the early, pre-production
stages of the asset life cycle, no amortisation has been recorded in respect
of these assets.
Impairment losses of £787,000 were recorded in the prior year following a
determination by the Company not to continue to pursue the development of its
Melville Bay asset, with the licence having been formally relinquished
following the reporting date.
8. TRADE AND OTHER RECEIVABLES
2024 2023
Current receivables £'000 £'000
VAT receivable 7 45
Share subscriptions receivable - 387
Prepayments & other receivables 19 4
26 436
VAT receivable relates to input VAT on supplies during the period.
As at 30 November 2023, £387k in share subscription funding remained
receivable from investors for the placing of new ordinary shares on 22
November 2023, with such funds having been received in settlement of this
receivable on 4 December 2023.
9. CASH AND CASH EQUIVALENTS
2024 2023
£'000 £'000
Cash at bank and in hand 94 152
The fair value of cash at bank is the same as its carrying value.
10. TRADE AND OTHER PAYABLES
2024 2023
Current £'000 £'000
Trade creditors 123 200
Accruals and deferred income 111 150
Other creditors 19 47
253 397
The fair value of trade and other payables approximates to their book value.
Other creditors are the amounts received for a placing made after year end.
11. CALLED UP SHARE CAPITAL
Number of Share capital Deferred shares Share premium Total
shares
£'000 £'000 £'000 £'000
Allotted, called up and fully paid
Ordinary shares of £0.001 pence 194,883,209 194 - 12,220 12,414
Deferred shares of £0.099 500,000 - 50 - 50
Total 195,383,209 194 50 12,220 12,464
A total of 29,769,047 ordinary shares were issued in the year ended 30
November 2024 (2023: 53,914,161). The movement in shares in issue, share
capital, deferred share capital and share premium during 2024 was as follows:
Ordinary Shares Deferred Shares Share capital Deferred shares Share premium Total
of £0.001 of £0.099 £'000 £'000 £'000 £'000
At 30 November 2023 165,114,162 500,000 165 50 11,706 11,921
Movement during year 29,769,047 - 29 - 514 543
At 30 November 2024 194,883,209 500,000 194 50 12,220 12,464
12. RESERVES
The following describes the nature and purpose of certain reserves within
owners' equity:
Share premium Amounts subscribed for share capital in excess of nominal value less costs of
issue.
Share-based payment reserve Amounts charged each period in relation to share options and warrants.
The share-based payment reserve movement of £2k (2023: £28k) in the year
consisted of £2k (2023: £24k) in respect of the fair value of employee share
options and nil (2023: £4k) in respect of warrants granted. During the year,
the fair value of share options which expired in the year totalling £127k
(2023: nil) were recycled from the share based payment reserve into retained
earnings.
13. CAPITAL COMMITMENTS
As at 30 November 2024 the Group had an obligation under the terms of its
2022-03 licence to undertake DKK274k (approx. £30k) of qualifying technical
expenditure by 31 December 2025. As the licence terms permit expenditure
multipliers of between 1.5 and 2 for qualifying expenditure, this expenditure
obligation amounts to a practical requirement to expend approx. DKK150k
(approx. £17k) by this revised date. The Group has no other capital
expenditure commitments on its licences, having been substantially in excess
of minimum obligations in previous years, with the excess expenditure carried
forward more than offsetting these obligations at all of its licences.
14. FINANCIAL INSTRUMENTS
The Group's financial instruments comprise investments, cash at bank, and
various items such as debtors, loans, and creditors. The Group has not entered
into derivative transactions, nor does it trade financial instruments as a
matter of policy.
Credit risk
The Group's credit risk arises primarily from cash at bank, other debtors, and
the risk the counterparty fails to discharge its obligations.
The Company holds its cash with Metro Bank Plc whose credit rating is B+.
Funding risk
Funding risk is the possibility that the Group might not have access to
the financing it needs. The Group's continued future operations depend on the
ability to raise sufficient working capital through the issue of equity share
capital. The Directors are confident that adequate funding will be forthcoming
with which to finance operations. The Directors have a strong track record of
raising funds as required both as GreenRoc as well as within Alba. Controls
over expenditure are carefully managed and activities planned to ensure that
the Group has sufficient funding.
Liquidity risk
Liquidity risk arises from the management of cash funds and working capital.
The risk is that the Group will fail to meet its financial obligations as they
fall due. The Group operates within the constraints of available funds and
cash flow projections are produced and regularly reviewed by management.
Interest rate risk profile of financial assets
The only financial assets (other than short term debtors) are cash at bank and
in hand, which comprises money at call. The interest earned in the period was
negligible. The Directors believe the fair value of the financial instruments
is not materially different to the book value.
Foreign currency risk
The Group incurs costs denominated in foreign currencies (including Danish
Krone and Euros) which gives rise to short term exchange risk. The Group does
not currently hedge against these exposures as they are deemed immaterial and
there is no material exposure as at the period end.
Market risk
The underlying value of the Group's assets is exposed to the spot price in the
relevant commodities, notably graphite (Amitsoq) and ilmenite (TBS).
Categories of financial instrument
2024 2023
£'000 £'000
Financial assets
Held at amortised cost:
Trade and other receivables 26 432
Cash at bank 94 152
120 584
Financial liabilities
Trade creditors 123 200
Other creditors 130 47
253 247
15. CAPITAL MANAGEMENT
The Group's objective when managing capital is to safeguard the entity's
ability to continue as a going concern and develop its mining and exploration
activities to provide returns for shareholders. The Group's funding to date
has been comprised of equity. The Directors consider the Company's capital and
reserves to be capital. When considering the future capital requirements of
the Group and the potential to fund specific project development via debt, the
Directors consider the risk characteristics of all the underlying assets in
assessing the optimal capital structure.
16. RELATED PARTY TRANSACTIONS
Alba Mineral Resources Plc, which owned 34.34% of the Company's issued shares
as at year end (and 28.01% at the date of this report as a result of
subsequent share issues), charged fees for services in the period amounting to
£91k (2023: £75k). These fees were calculated in accordance with the terms
of the Services Agreement entered into between the Company and Alba in
September 2021, and relate to finance, management, exploration, technical and
other professional activities, as well as the pass-through of certain costs
settled by Alba on behalf of GreenRoc (for example travel expenditures for the
Greenland field trips during the year). These charges were at arm's-length
rates.
In note 10, the Group has included deferred salaries owed to directors within
accruals and deferred income.
The Financial Statements for Alba are available on their website at
www.albamineralresources.com (http://www.albamineralresources.com) .
17. EVENTS AFTER THE REPORTING PERIOD
· On 4 December 2024 the Company announced the execution of an MoU with
Morrow Batteries ASA for the collaboration of Active Anode Materials (AAM)
production in support of the battery industry. Morrow is a Norwegian based
battery manufacturer, with a gigafactory in close proximity to the Company's
planned AAM plant in Eyde Material Park. The MoU envisages collaboration
towards the Company supplying Morrow with tailored and consistent AAM for its
Lithium Ion gigafactory once constructed and operational.
On 3 February 2025 the Company announced the placing of 56.5m new ordinary
shares to raise £735k (gross of costs). The placing consisted of £500k
from a new institutional investor, £165k from existing investors, £50k from
the related party Alba Mineral Resources plc and £20k from the directors and
management of the Company. The placing was priced at 1.3 pence per share and
was accompanied by a 1 for 2 warrant to subscribe for new shares at 2 pence
per share, exercisable for 2 years.
· On 17 March the Company announced the placing of 735,577 new ordinary
shares to directors at 1.3 pence per share in respect of payment of
outstanding fees of £9.5k. In addition, the Company has issued 543,269 new
ordinary shares at 1.3 pence per share in respect of £6k payable to external
advisors.
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